Medalist Diversified REIT Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2025

Medalist Diversified REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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P.O. Box 8436

Richmond, VA, 23226

(Address of principal executive offices)

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(804) 338-7708

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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On June 11, 2025, (the “Effective Date”), MDRR XXV Depositor 1, LLC, a Delaware limited liability company (the “Purchaser”), a wholly-owned subsidiary of Medalist Diversified REIT, Inc. (the “Company”), through a taxable REIT subsidiary, entered into a Purchase and Sale Agreement (the “Agreement”), a copy of which is filed as Exhibit 10.1 hereto, with Drake Motor Partners Pensacola LLC, a Colorado limited liability company (the “Seller”), whereby the Purchaser agreed to acquire (the “Acquisition”) a 42,461 square foot, single story building on 3.498 acres of land located at 312 E. 9 Mile Road, Pensacola, Florida, and more particularly described in Exhibit A to the Agreement (the “Property”). The total consideration for the Property is $14,544,504 (the “Consideration”), subject to the prorations and adjustments described in the Agreement. The Consideration is to be paid by the Purchaser to the Seller at Closing (as that term is defined in the Agreement). The Purchaser is required to make an earnest money deposit of $500,000 (“Deposit”) within three business days of the Effective Date.

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The Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 45 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all. Under certain conditions the Deposit may not be returned to the Purchaser.

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The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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